SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INNSUITES HOSPITALITY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
OHIO 34-6647590
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1625 EAST NORTHERN AVENUE, SUITE 201, PHOENIX, ARIZONA 85020
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(Address of Principal Executive Offices, Including Zip Code)
INNSUITES HOSPITALITY TRUST
1997 STOCK INCENTIVE AND OPTION PLAN
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(Full Title of the Plan)
JAMES F. WIRTH
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
INNSUITES HOSPITALITY TRUST
1625 EAST NORTHERN AVENUE, SUITE 201, PHOENIX, ARIZONA 85020
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(Name and Address of Agent For Service)
(602) 944-1500
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(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
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<S> <C> <C> <C> <C>
Shares of Beneficial 1,000,000 shares $2.31 $2,310,000 $609.84
Interest, without par
value
================================================================================================================
</TABLE>
*The Registration Fee has been calculated pursuant to Rule 457(c) and (h) of the
Securities Act of 1933, as amended, based on the average of the high and low
sale prices on September 14, 2000 of the Registrant's Shares of Beneficial
Interest as reported on the American Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed by InnSuites Hospitality Trust (formerly
known as Realty ReFund Trust) with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The description of the Shares of Beneficial Interest, without par
value, of InnSuites Hospitality Trust set forth in InnSuites
Hospitality Trust's Registration Statement on Form 8-A/A filed with the
Securities and Exchange Commission on April 5, 1999;
(b) Amended Annual Report on Form 10-K/A, for the year ended January 31,
2000, filed with the Securities and Exchange Commission on May 30,
2000;
(c) Quarterly Report on Form 10-Q, for the quarter ended April 30, 2000,
filed with the Securities and Exchange Commission on June 14, 2000;
(d) Quarterly Report on Form 10-Q, for the quarter ended July 31, 2000,
filed with the Securities and Exchange Commission on September 14,
2000;
(e) Amended Quarterly Report on Form 10-Q/A, for the quarter ended
April 30, 1999, filed with the Securities and Exchange Commission on
August 9, 2000;
(f) Amended Quarterly Report on Form 10-Q/A, for the quarter ended
July 31, 1999, filed with the Securities and Exchange Commission on
August 9, 2000; and
(g) Amended Quarterly Report on Form 10-Q/A, for the quarter ended
October 31, 1999, filed with the Securities and Exchange Commission on
August 9, 2000.
All reports and other documents subsequently filed by InnSuites
Hospitality Trust pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), subsequent to the date of
the filing of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities registered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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James B. Aronoff, a partner in the law firm of Thompson Hine & Flory
LLP, is Assistant Secretary of InnSuites Hospitality Trust.
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ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
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The Ohio Revised Code (the "Ohio Code") authorizes Ohio entities to
indemnify officers, directors, trustees and employees from liability if the
officer, director, trustee or employee acted in good faith and in a manner
reasonably believed by the officer, director, trustee or employee to be in or
not opposed to the best interests of the entity, and, with respect to any
criminal actions, if the officer, director, trustee or employee had no reason to
believe his action was unlawful. In the case of an action by or on behalf of an
entity, indemnification may not be made if (i) the act or omission of the
indemnified party was material to the matter giving rise to the proceeding and
the act or omission was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) the indemnified party actually received an improper
personal benefit in money, property or services, or (iii) in the case of any
criminal proceeding, the indemnified party had reasonable cause to believe that
the act or omission was unlawful. The indemnification provisions of the Ohio
Code require indemnification if a trustee, director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
trustee, director or officer of the entity. In addition to the foregoing, a
court of competent jurisdiction, under certain circumstances, may order
indemnification if it determines that the person is fairly and reasonably
entitled thereto in view of all the relevant circumstances, unless the
proceeding was an action by or in the right of the entity or involved a
determination that the person received an improper personal benefit. The
indemnification authorized under Ohio law is not exclusive and is in addition to
any other rights granted to officers, directors and trustees under the governing
documents of the entity or any agreement between officers, directors and
trustees and the entity. An entity may purchase and maintain insurance or
furnish similar protection on behalf of any officer, director or trustee against
any liability asserted against him and incurred by him in his capacity, or
arising out of his status, as an officer, director or trustee, whether or not
the entity would have the power to indemnify him against such liability under
the Ohio Code.
The Second Amended and Restated Declaration of Trust of InnSuites
Hospitality Trust (the "Declaration") generally limits the liability for money
damages of InnSuites Hospitality Trust's trustees and officers to InnSuites
Hospitality Trust and its stockholders to the fullest extent permitted from time
to time by the laws of the State of Ohio. The Declaration also provides
generally for the indemnification of trustees and officers, among others,
against judgments, settlements, penalties, fines and reasonable expenses
actually incurred by them in connection with any proceeding to which they have
been made a party by reason of their service in those or other capacities except
in respect of any matter as to which they shall have been adjudicated to have
acted in bad faith or with willful misconduct or reckless disregard of their
duties or gross negligence or not to have acted in good faith in the reasonable
belief that their action was in the best interests of InnSuites Hospitality
Trust.
Under the terms of InnSuites Hospitality Trust's trustees and
officers liability insurance policy, the trustees and officers of InnSuites
Hospitality Trust are insured against certain liabilities that may arise in
their individual capacities as trustees and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
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Exhibit Number Description of Exhibit
4(a) InnSuites Hospitality Trust 1997 Stock Incentive and
Option Plan.
4(b) Second Amended and Restated Declaration of Trust of
InnSuites Hospitality Trust adopted June 16, 1998, as
further amended on July 12, 1999 (incorporated by
reference to Exhibit 3.1 of the Registrant's Quarterly
Report on Form 10-Q/A for the quarter ended July 31,
1999, filed with the Securities and Exchange Commission
on August 9, 2000).
5 Opinion of Thompson Hine & Flory LLP concerning the
legality of the registered Shares of Beneficial
Interest.
23(a) Consent of KPMG LLP.
23(b) Consent of Thompson Hine & Flory LLP (included in the
opinion filed as Exhibit 5 hereto).
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of a prospectus filed with the
Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than 20 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement; and
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<PAGE>
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by InnSuites
Hospitality Trust pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of InnSuites Hospitality Trust's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
* * * * * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of InnSuites Hospitality Trust pursuant to
the foregoing provisions, or otherwise, InnSuites Hospitality
Trust has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by InnSuites Hospitality
Trust of expenses incurred or paid by a director, officer or
controlling person of InnSuites Hospitality Trust in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, InnSuites
Hospitality Trust will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on this 18th day of
September, 2000.
InnSuites Hospitality Trust
(Registrant)
By: /s/ANTHONY B. WATERS
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Anthony B. Waters
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title
*
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James F. Wirth Chairman, President and Chief Executive
Officer (Principal Executive Officer)
*
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Marc E. Berg Trustee and Executive Vice President
*
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Lee J. Flory Trustee
*
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Edward G. Hill Trustee
*
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Peter A. Thoma Trustee
/s/ ANTHONY B. WATERS
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Anthony B. Waters Chief Financial Officer (Principal Financial
Officer) and Attorney-in-Fact Under
Power of Attorney
Dated: September 18, 2000
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